AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported) April 29, 2016
EXPEDITIONS HOLDINGS, INC.
name of registrant as specified in its charter)
or other jurisdiction
Morton Street, 9th Floor, New York, New York
of principal executive offices)
telephone number including area code: (212) 261-9000
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
April 29, 2016, John T. McClain tendered his resignation as Chief Financial Officer of Lindblad Expeditions Holdings, Inc. (the
“Company”), effective August 16, 2016, to pursue other business opportunities. The Company has undertaken a search
to find a suitable replacement and expects an orderly transition.
May 2, 2016, the Company entered into an amended and restated employment agreement (the “Amended Agreement”) with
Mr. McClain, which provides that Mr. McClain will receive a guaranteed bonus payment of $250,000 in 2016, to be paid in two installments
of $75,000 and $175,000 on each of May 15, 2016 and August 15, 2016, respectively. These payments are contingent on Mr. McClain
not being terminated for “cause” or resigning without “good reason” before the applicable payment date.
The Amended Agreement also provides that Mr. McClain may serve on the board of one additional public corporation that does not
compete with the Company.
foregoing description of the Amended Agreement is qualified in entirety by the full text of the Amended Agreement, a copy of which
is attached as Exhibit 10.1 hereto.
Financial Statements and Exhibits.
and Restated Employment Agreement by and between Lindblad Expeditions Holdings, Inc. and John T. McClain, dated as of May
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
||LINDBLAD EXPEDITIONS HOLDINGS, INC. |
|May 2, 2016
||/s/ Sven-Olof Lindblad|
|| Sven-Olof Lindblad, |
Chief Executive Officer and President